Brasada Website Terms and Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY; THEY GOVERN YOUR ACCESS TO AND USE OF THIS WEBSITE.

In order to proceed to the next page, you must read and accept the terms and conditions of this website, and by clicking “I ACCEPT” button below you hereby acknowledge and agree that you have reviewed and agree to abide by each of the terms and conditions of this website (the “Site”).

The materials on the Site including, without limitation, news articles, informational materials and all other manager-specific information, have been prepared for informational purposes only and do not constitute financial, legal, tax or any other advice.  All information contained herein is provided “as is” and Brasada Capital Management, LP (“Brasada”) expressly disclaims making any express or implied warranties with respect to the fitness of the information contained herein for any particular usage, its merchantability or its application or purpose.  Prior to making any investment or hiring any investment manager you should consult with a professional financial advisor, legal and tax advisor to assist in due diligence as may be appropriate and determining the appropriateness of the risk associated with a particular investment.  In no event shall Brasada be responsible or liable for the correctness of any such material or for any damage or lost opportunities resulting from use of this data.

Access to the password-protected area of the Site is subject to the prior approval of Brasada.  By accessing the password-protected area of this site, you agree not to invest in any posted hedge fund or alternative investment vehicle (other than hedge funds or alternative investment vehicles in which you or your affiliates are already invested, have already been solicited for or are already actively considering an investment in) for thirty (30) days after the approval of your application by Brasada.  Brasada reserves the right to terminate, at any time, any registered user’s account with Brasada Capital Management (as well as access to the password-protected area of the Site), without giving notice or a reason for such termination to the user.

Additionally, by accessing the password-protected area of this site, you agree to immediately contact Brasada if there is any change in your status as an “accredited investor” under Regulation D promulgated under Securities Act of 1933. For individuals such changes may include, for example, a registered user’s net worth declining below $1,000,000, an expectation that income for the next twelve months may total less than $200,000, or an expectation that the registered user’s combined income with his or her spouse may total less than $300,000 in the next twelve months.  All registered users, including individuals and entities, should communicate with their legal advisors if they believe that their status as an accredited investor has changed.  If a registered user’s status as an accredited investor has changed, such registered user agrees to immediately notify Brasada of such change.  Nothing in this Site may be considered as an offer or solicitation to purchase or sell securities or other services. If any provision in the Brasada Website Terms and Conditions is held to be invalid or unenforceable, then the remaining provisions shall continue in full force and effect.

Users of the Brasada website may view, download and print information and materials on this Site for their personal and internal business use provided that all hard copies contain all copyright and other applicable notices.  All users may not reproduce, modify, copy, alter in any way, distribute, sell, resell, transmit, transfer, license, assign or publish any information obtained from this Site.  Users shall not use this site at any time for any purpose that is unlawful or prohibited and shall comply with any applicable local, state, national or international laws or regulations when using this Site.

Brasada, and the logos and marks included on the Site that identify Brasada Capital Management services and products are proprietary materials.  The use of such terms and logos and marks without the express written consent of Brasada is strictly prohibited.  Copyright in the pages and in the screens of the Site, and in the information and material therein, is proprietary material owned by Brasada unless otherwise indicated.  The unauthorized use of any material on the Site may violate numerous statutes, regulations and laws, including, but not limited to, copyright, trademark, trade secret or patent laws.

FORWARD-LOOKING STATEMENTS

This website may contain “forward-looking statements”.  Forward-looking statements include any statements that address future results or occurrences.  In some cases you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “would,” “should,” “could” or the negative thereof.  Generally, the words “anticipate,” “believe,” “continue,” “expect,” “intend,” “estimate,” “project,” “plan” and similar expressions identify forward-looking statements.  Actual results may differ materially from the forward-looking statements in the information provided in this website.

Such forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, many of which are outside of our control, which could cause the results, performance or achievements of the funds’ assets or returns to differ materially from any results, performance, achievements or returns expressed or implied by such forward-looking statements.  All forward-looking statements in this website and subsequent written and oral forward-looking statements attributable to Brasada, or persons acting on our behalf, are expressly qualified in their entirety by such risks, uncertainties and other factors.  We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.  Any projections and estimates of value in this website should not be relied upon in any way or manner and should not be regarded as representations or warranties by Brasada, any of its affiliates or any other person, as to the accuracy of such information or that any such projections or valuations will be realized.

CONFIDENTIALITY AGREEMENT

Brasada and/or one or more of its subsidiaries or affiliates (Brasada and its subsidiaries and affiliates are hereinafter collectively referred to as the “Affiliated Entities”) are prepared to make the information and materials in this password-protected area of the website available to you on the condition that you execute and return this Agreement by clicking “I Accept” at the bottom of this page. 

All information (including any information furnished prior to the execution of this Agreement) included on this website or otherwise furnished to you or any Person (as hereinafter defined) acting with you or on your behalf, including without limitation, your directors, officers, partners, employees, agents, representatives, financial advisors, attorneys, accountants, and consultants (collectively, your “Representatives”), by the Affiliated Entities or any Person acting on their behalf (collectively, their “Representatives”), and all reports, analyses, compilations, data, studies and other materials (in whatever form maintained, whether documentary, computer storage or otherwise) prepared by you or your Representatives containing or based, in whole or in part, on any such furnished information or reflecting your review of such information are hereinafter collectively referred to as the “Information.”  The term “Person” as used in this letter shall be interpreted broadly to include, without limitation, any corporation, company, entity, trust, group, partnership or individual.  In consideration of your being granted access to Brasada’s website and furnished with the Information, you agree that:

1.         Subject to paragraph 5 below, the Information will be kept confidential and will not, without the prior written consent of Brasada, be disclosed by you or your Representatives, in whole or in part, and will not be used by you or your Representatives, directly or indirectly, for any purpose other than in connection with evaluating your investment in, or your consideration of an investment in an investment vehicle managed by Brasada (the “Investment”).  In addition, you will not use any information for purposes of trading, directly or indirectly, any of the portfolio positions included in the Information without the consent of Brasada.  Moreover, you agree to transmit Information to your Representatives only if and to the extent that such Representatives need to know the Information for the purpose of evaluating the Investment and are informed by you of the confidential nature of the Information and agree to be bound by the terms of this Agreement. You agree to be responsible for any actions by your Representatives which are not in accordance with your agreement herein regarding the conduct of your Representatives.

2.         Without the prior written consent of Brasada, you and your Representatives will not disclose to any other Person that Information has been made available, except as required by law and then only with prior written notice as soon as possible to Brasada.

3.         You shall keep a record of each location of the Information.  The Information and all copies thereof will be destroyed (and such destruction will be confirmed in writing to Brasada) or returned immediately to Brasada, without retaining any copies or extracts thereof, if you do not within a reasonable time proceed with the Investment, or upon request by Brasada at any time.

4.         The term “Information” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or anyone to whom you or any of your Representatives transmit any Information, or (ii)  is or becomes known or available to you  on a non-confidential basis and not in contravention of applicable law from a source (other than an Affiliated Entity or one of its Representatives) which has represented to you (and which you have no reason to disbelieve after due inquiry) is entitled to disclose it to you on such basis.

5.         Should any person seek to legally compel you or anyone to whom you transmit the Information pursuant to this Agreement (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demands or otherwise) to disclose any of the Information, you will provide Brasada with prompt written notice so that Brasada may seek a protective order or other appropriate remedy (including by participating in any proceeding to which you are a party, which at Brasada’s request you will use your best efforts to permit Brasada to do) and/or waive compliance with the provisions of this Agreement.  In any event, you will furnish only that portion of the Information which is legally required and will exercise your best efforts to obtain reliable assurance that confidential treatment will be accorded the Information.

6.         It is understood and agreed that no failure or delay by Brasada in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.

7.         Neither this Agreement nor any rights or obligations under this Agreement may be assigned by you without the prior written consent of Brasada. This Agreement shall inure to the benefit of and be binding upon the Affiliated Entities and you, and your and their respective heirs, successors and assigns, including any successor to the Affiliated Entities or substantially all of their assets or business, by merger, consolidation, purchase of assets, purchase of stock or otherwise.

8.         You agree that the Affiliated Entities would be irreparably injured by a breach of this Agreement by you  or your Representatives and that the Affiliated Entities shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement.  Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by you  or your Representatives, but shall be in addition to all other remedies available at law or equity.  You agree that Brasada shall have the right to enforce all the terms of this Agreement on behalf of the Affiliated Entities.

9.         THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN SUCH STATE.

Please confirm that the foregoing is in accordance with your understanding of your agreement by CLICKING ON THE “I ACCEPT” BUTTON BELOW.  CLICKING THE “I ACCEPT” BUTTON BELOW WILL BIND YOU AND YOUR INSTITUTION TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.  BY CLICKING  THE “I ACCEPT” BUTTON BELOW, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND YOUR INSTITUTION.

IF YOU ARE NOT PREPARED TO ACCEPT THE CONFIDENTIAL INFORMATION ON THIS BASIS, YOU MUST RETURN TO THE PREVIOUS PAGE.